Exhibit 10.1
DATED THIS 17TH DAY OF SEPTEMBER 2004
BETWEEN
XXXXXXX IT HOLDINGS SDN BHD
(COMPANY NO: 504264-K )
AND
SECURED DIGITAL APPLICATIONS (M) SDN BHD
( COMPANY NO:174661-U)
("THE MANAGER")
*************************************************
MANAGEMENT AGREEMENT
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MESSRS XXXXXX XXXXXXXXX
Xxx 0X, Xxxxx 0, Xxxxx X,
Xxxxxxxx Xxxxxxx Xxxxxxxxx,
Xxxxx Xxxxxx
00000 XXXXX XXXXXX.
Tel No: 00-0000 0000
Fax No : 00-0000 0000
(Ref.: RZ/2/1003)
AN AGREEMENT DATED THIS 17TH DAY OF SEPTEMBER 2004
BETWEEN
XXXXXXX IT HOLDINGS SDN BHD (Company No: 504264-K), a private limited company
incorporated and existing under the laws of Malaysia and having its registered
office at 00-X, Xxxxx 00/00, Xxxxxxxx Xxxx, Xxxxxxxx Darul Ehsan.(hereinafter
referred to as "the Company" or "GITH") of the one part;
AND
SECURED DIGITAL APPLICATIONS (M) SDN BHD ( COMPANY NO:174661-U) [SDA] a private
limited company incorporated and existing under the laws of Malaysia and having
its registered office at 00X, Xxxxx 0/00, 00000 Xxxxxxxx Xxxx, Xxxxxxxx Darul
Ehsan(hereinafter called "the Manager") of the other part.
RECITALS
WHEREAS
(A) The Company has an authorised share capital of Ringgit Malaysia Five
Million (RM5,000,000.00) comprising 5,000,000 ordinary shares of Ringgit
Malaysia One (RM1.00) each only and the shareholding is as follows:
---------------------- ---------------------- ------------------ --------------------- ------------------
Name No of Shares Percentage (%) No of RCPS Percentage (%)
---------------------- ---------------------- ------------------ --------------------- ------------------
WTY 943,000 39.52 Nil Nil
---------------------- ---------------------- ------------------ --------------------- ------------------
NSC 943,000 39.52 Nil Nil
---------------------- ---------------------- ------------------ --------------------- ------------------
GSC 500,000 20.96 100,000 100
---------------------- ---------------------- ------------------ --------------------- ------------------
---------------------- ---------------------- ------------------ --------------------- ------------------
Total 2,386,000 100 100,000 100
---------------------- ---------------------- ------------------ --------------------- ------------------
(B) The Company is the holder of the licenses granted by the Authorities
and more particularly described in Appendix 1 hereto ("the License");
(C) The Company is in the business of trading and retailing of computers in
particular Apple Computers, computer software and in other related
information technology.
(D) Pursuant to the GSC Share Sale Agreement, the Subscription Agreement,
the Shareholders Agreement and the GZ Share Sale Agreement, SDA agreed
to invest in the Company through GSC on the terms and conditions
contained therein.
(E) Upon completion of the Agreements set out in Recital D, the Company
shall have investments in the Related Companies as set out below:
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------------------------- ---------------------- ----------------------
Company Ordinary shares Percentage of
of RM1.00 each ordinary shares
(%)
------------------------- ---------------------- ----------------------
GZ 200,000 100%
------------------------- ---------------------- ----------------------
GITD 500,000 100%
------------------------- ---------------------- ----------------------
GF 915,000 100%
------------------------- ---------------------- ----------------------
(F) The Related Companies are engaged in the business more particularly
described in Appendix 2.
(G) It was agreed between SDA , Xxxx Twee Yom ( NRIC No.:651023-06-5405)
("WTY"), Ng Siew Choo (NRIC No. 650220-06-5290) ("NSC") and the Company
that upon the completion of the Agreements set out in Recital D above
that this management agreement be entered into between the Manager and
the Company to set out the Manager's roles in the management and
operations of the Company.
1. INTERPRETATION AND DEFINITIONS
1.1 Definitions
The following terms as used herein, shall have the following respective
meanings.
"Authorities" means the Government of Malaysia or any other relevant authority
including any national, federal state or local government, any
political subdivision thereof, or any governmental,
quasi-governmental, judicial, public or statutory
instrumentality, authority, body or entity including any central
bank and any comparable authority;
"Board" means the Board of Directors of the Company;
"Business" means the business of the Company and the Related Companies
and/or the businesses to be undertaken by the Company and/or the
Related Companies as more particularly described in Appendix 2
hereto;
"Effective
Date" means the date upon which the Company issues and delivers to GSC
the share certificates pertaining to the Subscription Shares and
the Subscription RCPS (as defined in the Subscription Agreement)
in exchange for the sum of Ringgit Malaysia Six Hundred Thousand
(RM600,000.00);
"Force
Majeure" has the meaning set forth in Clause 11;
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"GF" means Xxxxxxx Focus (M) Sdn Bhd (Company No.: 316966-M);
"GITD" means Xxxxxxx IT Distribution (M) Sdn Bhd (Company No.
480471-V-M);
"GSC" means Xxxxxxx Service Centre (M) Sdn Bhd (Company No. 497893-T);
"GSC Share Sale
Agreement" means the Agreement for the sale of the entire GSC issued shares
owned by WTY and NSC to the Investor upon the terms therein to be
executed simultaneously with the Subscription Agreement;
"GZ" means Xxxxxxx Zone (M) Sdn Bhd (Company No.: 498849-X);
"GZ Share Sale
Agreement" means the Agreement for the sale of 50% of the GZ issued shares
owned by WTY and NSC to the Company upon the terms therein to be
executed simultaneously with the Subscription Agreement;
"IPR" means all intellectual property rights of the Company and/or the
Related Companies including without limitation all know- how,
confidential information, copyrights in all R & D (in any and all
media however made or stored), patents, trademarks and registered
designs owned by and used by the Company and/or the Related
Companies and /or developed by the Company and/or the Related
Companies whether registered or not;
"Related
Companies" means the subsidiaries of the Company and includes GZ, GF and
GITD;
"Management
Services shall mean the services more fully described in Appendix 3
hereto;
"Management
Fees" shall mean the fees payable to the Manager pursuant to the terms
of this Agreement and set out more particularly in Appendix 4
hereto;
"Operating
Profit" means the operating profit of the subject company before
adjustments for depreciation term loan interest and tax but
excluding all gains and losses arising from the disposal of
assets;
"Parties" shall mean the Company and the Manager or either of them.
"Shareholders
Agreement" means the Shareholders Agreement between GSC, WTY and NSC as the
existing shareholders of the Company to regulate their agreement
as members of the Company to be executed simultaneously with the
execution of the Subscription Agreement;
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"Subscription
Agreement" means the Subscription Agreement executed on even date between
the Company, WTY, NSC , GSC and SDA to govern the terms of the
subscription by GSC for the ordinary shares and the redeemable
convertible preference shares in the Company;
"Termination
Date" means the date upon which a "Termination Notice" is delivered or
deemed to be delivered to either party pursuant to Clause 7.2
hereto;
"Termination
Notice" has the meaning set forth in Clause 7.2;
The terms used herein shall have the meanings ascribed to them in the
Subscription Agreement unless otherwise defined herein.
1.2 Accounting Terms
Unless otherwise specified herein all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be
made and all financial statements required to be delivered hereunder
shall be prepared in accordance with generally accepted accounting
principles as in effect from time to time.
1.3 Interpretation
(a) In this Agreement, the singular includes the plural and the
plural the singular words importing any gender include the other
genders, the words "including", "includes" and "include" are
deemed to be followed by the words "without limitation",
references to articles or sections (or subdivisions of sections)
are to those of this Agreement unless otherwise indicated,
references to agreements and other contractual instruments are
deemed to include all subsequent amendments and other
modifications to such instruments but only to the extent such
amendments and other modifications are not prohibited by the
terms of this Agreement, and references to Persons include their
respective permitted successors and assigns.
(b) A reference to any statute or statutory provision shall include a
reference to any statute or statutory provision which amends,
extends, consolidates or replaces the same or which has been
amended, extended, consolidated or replaced by the same and shall
include any orders, regulations, instruments or other subordinate
legislation made under the relevant statute or statutory
provision.
(c) The singular includes the plural and the masculine includes the
feminine and vice versa.
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(d) References to persons shall include natural persons, bodies
corporate, unincorporated associations and partnerships, a
business trust or any other entity or organization.
(e) References to the Recitals, Clauses, Schedules , Appendices and
subdivisions thereof, unless the contrary intention appears, are
to the Recitals, Clauses of , Schedules and Appendices to this
Agreement and subdivisions thereof.
(f) Any reference to any balance sheet or profit and loss account
shall include any notes, reports, statements or other documents
annexed or attached thereto.
(g) Any reference in this document to the phrase "to the best of the
knowledge and belief of any party" or "so far as any party is
aware" or similar shall be deemed to have added thereafter the
phrase "after making due and diligent enquiry".
2. AGREEMENT
2.1 In consideration of the Company's agreement to engage the Manager to manage
the Business for the Term (as herein defined) and to pay the Manager the
Management Fees hereto, the Manager agree to provide to the Company and/or
the Related Companies the Management Services on the terms and conditions
following.
2.2 This Agreement shall take effect from the Effective Date and shall be for
an initial term of three (3) years ("the Term") subject to early
termination in accordance with the provisions hereunder or if otherwise
determined by mutual agreement of the parties. The Term so created may be
extended for a further period of three (3) years subject to the mutual
agreement of the parties and the review of the Manager's performance during
the Term.
2.3 The Manager agrees, undertakes and covenants with the Company to be
responsible for the matters set out in Appendix 3 hereto.
3. PAYMENT TERMS
3.1 In consideration of the mutual promises of the parties hereto and the
Management Services to be provided by the Manager, the Company agrees
to pay the Manager the Management Fees in the manner and at the times
specified in Section 1 of Appendix 4 hereto.
4. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
The Company represents and warrants as set forth below.
4.1 The Company represents and warrants to the Manager that:-
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(a) is duly incorporated, validly existing and in good standing
under the laws of Malaysia;
(b) it has all requisite corporate power and authority to own or
lease and operate its properties and to carry on its business
as now conducted and as proposed to be conducted.
4.2 The Manager represents and warrants to the Company that it has and shall
have the requisite management and , administrative and accounting skills to
manage the accounting and corporate matters of the Business ("the
Management Expertise").
5. COVENANTS
So long as any obligation arising from this Agreement remains
unfulfilled the parties hereto will observe the covenants set forth
below.
5.1 Compliance With Laws, Etc.
The parties hereto shall comply in all material respects with all applicable
laws, rules, regulations and orders.
5.2 IPR
The Manager covenants, agrees and undertakes with the Company that;
(a) it shall not at any time during, or at any time after termination
of this Agreement in any way question or dispute the ownership of
title to the IPR herein referred to;
(b) it shall not at any time, notwithstanding the termination of this
Agreement infringe any of the IPR belonging to the Company; (c)
it shall not sell, rent, lease, transfer, publish, disclose,
display or otherwise make available the IPR or any copies thereof
to any person without the consent in writing first had and
obtained from the Company; and
(d) that the IPR shall at all times, notwithstanding expiry or
termination of this Agreement, remain the sole property of the
Company.
6. CONFIDENTIALITY
6.1 Neither of the parties shall, during the period of this Agreement or at any
time thereafter, divulge or communicate to any person any confidential
information concerning the business or finances of the Company and/or the
Manager or any dealings, transactions or affairs or other information
relating to the parties pertaining to the Company and its business. For the
purposes of this Clause 6.1, "confidential information" shall mean all
information, know-how, data, specifications, reports and other materials,
whether in written, oral, electronic or visual form, but does not include
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information which at the time of disclosure thereof, is in the public
domain or, after disclosure, becomes part of the public domain by
publication or otherwise, through no fault of the parties or any of them.
The parties shall procure that their employees, directors, consultants and
agents shall be bound to the restrictions contained in this Clause 6.
6.2 The confidentiality provisions as contained in sub-Clause 6.1 above shall
not apply to any disclosure of confidential information for purposes of
enforcing any provision of this Agreement nor shall they apply to any
disclosure made in compliance with any requirements of law or where such
disclosure is required by any governmental authority or regulatory body.
6.3 The obligations as to confidentiality shall continue to be in force
notwithstanding the termination of this Agreement for any reason whatsoever
and in the event of any breach of the obligations set out herein, the party
in breach of the same shall be liable for damages to other party not in
breach of the same to the fullest extent possible.
7. BREACH AND TERMINATION
7.1 Without prejudice to Clause 7.3 or the other provisions of this Agreement
the Company shall be in breach of the terms of this Agreement if subject to
the Manager not being in default of this Agreement , it omits or refuses to
, fails or defaults in paying the Management Fees due to the Manager at the
times herein provided.
7.2 Without prejudice to Clause 7.3 or the other provisions of this Agreement
the Manager shall be in breach of the terms of this Agreement if it omits
or refuses to, fails or defaults in complying or meeting its obligations
set out herein.
7.3 Should any party (the "defaulting party") :- ---
7.3.1 commit any act of insolvency or bankruptcy as defined in the
insolvency or bankruptcy legislation applicable in Malaysia; or
7.3.2 be wound up, whether provisionally or finally and whether
compulsorily or voluntarily or be placed under judicial management or
have a receiver appointed over the whole or any part of its assets; or
7.3.3 enter into any arrangement or compromise with any of its creditors;
or
7.3.4 be the subject of any resolution passed for its winding up or
dissolution or bankruptcy; or
7.3.5 have a judgment given against it/him in any court of law which, if
appealable, is not appealed against within the period allowed for the
lodging of such an appeal or if not subject to an appeal, remains
unsatisfied for a period of sixty (60) days; or
7.3.6 breach any of the terms and conditions of this Agreement;
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then the other party (the "Aggrieved party or parties") shall be
entitled forthwith in the case of sub-Clauses 7.3.1 to 7.3.5, both
inclusive, and in the case of Clause 7.1, 7.2 and sub-Clause 7.3.6
where the defaulting party has failed to remedy such breach within a
period of thirty (30) business days after receipt or deemed receipt of
written notice (pursuant to Clause 21) by the Aggrieved party
requiring it to do so, to terminate this Agreement by written notice
to that effect given to the defaulting party, which termination shall
be effective immediately upon delivery or deemed delivery of the said
notice and without prejudice to any other rights which the aggrieved
party may have at law.
8. MEDIATION
8.1 Any dispute, controversy or claim arising out of or relating to this
Agreement or the breach invalidity or termination thereof shall subject to
Clause 8.2 hereof be settled in the following manner :
(a) firstly, by mediation between all parties to this Agreement. The
appointing authority shall be the appointed Mediator for the time
being for the Kuala Lumpur Bar Council. The number of Mediators shall
be one (1). The place of mediation shall be the Bar Council 13, 15 and
00, Xxxxx Xxxxx Xxxxx, 0000, Xxxxx Xxxxxx. The language to be used in
mediation proceedings shall be the English Language.
(b) in the event that (a) is unsuccessful, either party shall be entitled
to take any legal proceedings deemed fit and the parties hereto agree
to submit to the exclusive jurisdiction of the Malaysian Courts.
9. GENERAL
9.1 Mutual Support
The parties undertake to do or to procure the doing of such things and to
perform or procure the performance of all acts necessary for or incidental
to the putting into effect or the maintenance of this Agreement.
9.2 No Variation
No variation of or addition or agreed cancellation to this Agreement shall
be of any force or effect unless it is reduced to writing and signed by or
on behalf of the parties.
10. COSTS
Each party shall bear its own costs in the negotiation, drafting and
conclusion of this Agreement. The cost of stamping this Agreement shall be
borne by the Manager.
11 FORCE MAJEURE
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11.1 The parties hereto shall not have any claim of any nature whatsoever
against each other for failure to fulfil their obligations under this
Agreement by reason of force majeure.
11.2 If any obligation of either party is delayed by reason of force majeure,
then the period for carrying out such obligation shall be extended to such
date as is agreed by the parties hereto in writing.
11.3 "Force Majeure" shall mean any act of God, fires, strikes, wars, riots,
earthquakes, floods, storms, typhoon lockouts, compliance with governmental
requests, laws, regulations, orders or action or power outage not within
the reasonable control, directly or indirectly, of the party affected, but
only if and to the extent that, (a) such event, despite the exercise of
reasonable diligence, cannot be or be caused to be prevented, avoided or
removed by such party, (b) such event materially adversely affects (in cost
and/or time) the ability of such party to perform its obligations under
this Agreement and such party has taken all reasonable precautions, due
care and reasonable alternative measures in order to avoid the effect of
such event on such party's ability to perform its obligations under this
Agreement and to mitigate the consequences thereof, (c) such event is not
the direct or indirect result of the failure of such party to perform any
of its obligations hereunder and (d) such party has given the other party
prompt notice describing such event, the effect thereof and the actions
being taken in order to avoid, remove or mitigate the effect of such event,
then either party shall be excused from performance and shall not be
construed to be in default in respect of any obligation hereunder for so
long as its failure to perform such obligation shall be due to an event of
Force Majeure.
12 TIME OF THE ESSENCE
Any date, period or time stipulated under this Agreement shall be of the
essence of this Agreement.
13. SEVERABILITY
13.1 All provisions of this Agreement shall be separate and independent
stipulations and the invalidity of any provision hereof shall not affect
the validity or enforceability of any other provisions.
13.2 If any provision of this Agreement were declared void but would be valid if
the period of application were reduced or if some part of such provision
were deleted, the provision in question shall apply with such modification
as may be necessary to make it valid and effective.
13.3 If any provision of the Agreement were void and no modification is capable
of being made to make it valid and effective, then the said provision shall
be deemed to have been deleted.
14. NO WAIVER
No term or provision of this Agreement shall be deemed waived and no breach
excused, unless such waiver or consent is in writing. No waiver by any
party of a breach by the
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other, whether express or implied, shall constitute a waiver of any other
different or subsequent breach.
No failure on the part of either party to exercise, and no delay in
exercising any right hereunder shall operate as a waiver thereof and no
single or partial exercise of any such right shall preclude any other or
further exercise thereof or the exercise of any other right. The remedies
provided herein are cumulative and not exclusive of any remedies provided
by law or equity.
15. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the
company and the Manager and their respective successors, assigns, heirs,
executors, administrators and representatives.
16. MULTIPLE COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which will
be deemed an original and together with constitute one and the same
Agreement, with one counterpart being delivered to each party hereto.
17. BINDING EFFECT
This Agreement is the legal, valid and binding obligations of the each of
the parties hereto, enforceable against the parties in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, reorganisation or other similar laws affecting
creditors' rights generally.
18 HEADINGS
The article, section and subsection headings used herein have been inserted
for convenience of reference only and do not constitute matters to be
considered in interpreting this Agreement.
19. GOOD FAITH
In entering into this Agreement, the parties recognise that it is
impracticable to make provision for every contingency that may arise in the
course of the performance thereof. Accordingly, the parties hereby declare
it to be their intention that this Agreement shall operate between them in
accordance with the principle of good faith, with fairness and without
detriment to the interests of any of them.
20. NO PARTNERSHIP
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Nothing in this Agreement is intended or to be construed to make the
parties hereto partners or joint venturers or to make the employees, agents
or representatives of the respective parties into employees agents or
representatives of the other party. No party to this Agreement shall have
any express or implied right or authority to assume or create any
obligation on behalf of or in the name of the other party or to bind the
other party to any contract or undertaking with any third party.
21. NOTICES
Any notice given by or to either party or by or to the Company in terms of
this Agreement shall be given in writing and shall be delivered by hand to
the responsible person present at or sent by prepaid certificate of post to
the person and address as stated on the first page of this Agreement or
sent to the party's telefax whereupon it shall be deemed to have been
received when so delivered by hand or sent by telefax or three (3) days
after being sent by prepaid certificate of post.
22. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and interpreted under the laws of
Malaysia for the time being in force. The parties hereto hereby
unconditionally agree to submit to the exclusive jurisdiction of the courts
of law of Malaysia.
23. NON COMPETITION BY THE MANAGER
The Manager covenants and undertakes with the Company that they shall not
engage in any business howsoever which is in competition with or which may
compete whether directly or indirectly (through any form of legal entity
including but not limited to sole proprietorships, partnerships joint
ventures or incorporated companies) with the business of the Company and/or
the Related Companies. For avoidance of doubt, this obligation as to non
competition shall continue to be in force notwithstanding the termination
of this Agreement for any reason whatsoever and in the event of any breach
of the obligation set out herein, the Manager in breach of the same shall
be liable for damages to the Company to the fullest extent possible.
24. PROHIBITION ON EMPLOYMENT/SUPPLIERS
The Manager undertakes that they shall not during the currency of this
Agreement and for a period of Three (3) years after its termination for any
reason whatsoever directly or indirectly solicit away from the Company any
member of staff employed by the Company or any customers suppliers or
clientele of any of the Company.
[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ]
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
by their duly authorised representatives in the manner hereinbelow.
SIGNED by XXXX TWEE YOM )
for and on behalf of )
XXXXXXX IT HOLDINGS SDN BHD ) /s/ Xxxx Twee Yom
COMPANY NO : 504264-K) )
in the presence of )
Xxxx Zechariah
Advocate & Solicitor
Kuala Lumpur
SIGNED by LIM SOON XXXX )
For and on behalf of )
SECURED DIGITAL ) /s/ Lim Soon Xxxx
APPLICATIONS (M) SDN BHD )
(COMPANY NO:174661-U) )
in the presence of :- )
Xxxx Zechariah
Advocate & Solicitor
Kuala Lumpur
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APPENDIX 1
THE LICENSES
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APPENDIX 2
THE BUSINESS OF THE COMPANY, THE RELATED COMPANIES
AND THE BUSINESS TO BE UNDERTAKEN
1. Business of the Company : is as described in Recital C hereto;
2. Business of GF : is in the business of dealing in computer sales and
service;
3. Business of GITD : is in the business as a distributor for computer
hardware, software, system peripherals and other related products;
4. Business of GZ : is in the business of supplying computer and related
information technology products.
5. Business to be undertaken
GF shall from the date of execution of the Agreements described in
Recital D, undertake the Digital Boutique Business. The Digital
Business Boutique will involve inter alia the following:
The new business of setting up an IT lifestyle store selling IT
products and accessories by introducing customers to the concept of
living a digital lifestyle, Shareholders to be undertaken by GF.
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APPENDIX 3
THE MANAGEMENT SERVICES
The Manager shall be responsible for the provision of the following services to
the company and the Related Companies;
a) generally to provide all requisite administrative and accounting
services to the Company in a businesslike manner and at a level of
efficiency and service that may reasonably be expected by the Company
and/or the Related Companies;
b) to be responsible for supervising all corporate secretarial matters
and to liaise and manage any external corporate secretary who may be
appointed by the Company and/or the Related Companies;
c) to be responsible for the supervision of the payroll and to manage all
human resource matters on behalf of the Company and the Related
Companies;
d) to be responsible for all accounting, finance, treasury, audit and tax
matters on behalf of the Company and the Related Companies;
e) to be responsible for management and supervision of existing
accounting and administrative personnel of the Company and the Related
Companies;
f) to be responsible for producing periodical management accounts and any
related reports;
g) to take the directions and instructions of the Board of directors of
the Company in all matters relating to the Business;
h) to if required second a full time or part time Accounts and Admin
Officer ("AFO") to the Company who shall have full and complete
control of the accounting, corporate and finance functions of the
Company; and
i) to cooperate fully with the Company in all matters relating to the
Business;
j) to be a signatory to all cheques to be issued from the Completion Date
(as defined in the Subscription Agreement) by the Company and/or the
Related Companies.
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APPENDIX 4
THE MANAGEMENT FEES
SECTION 1
1. The Management Fees payable to the Manager shall for the Term of the
Agreement be a sum of Ringgit Twenty Thousand [RM 20,000.00] only per
month;
2. The Company shall pay the Management Fees to the Manager on or before the
last day of each month ("the Payment Date") subject always that an invoice
for the same has been received by the Company (and copied to GSC) at least
seven (7) days prior to the Payment Date.
THE INCENTIVE/PERFORMANCE BONUS
SECTION 2
The Manager shall be entitled on the achievement of the following targets to the
Incentive/Performance Bonus as applicable and as set out below:
(a) On exceeding the Group Profit Guarantee before depreciation and term
loan interest: Incentive/Performance Bonus:Ten per centum [10%] on
budgeted profit
(b) On exceeding budgeted profit before tax: Incentive/Performance Bonus:
Thirty per centum [30%] on the Company's and the Related Companies'
profit before tax, subject to a minimum sum of Ringgit Sixty Thousand
[RM60,000.00].
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